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Directors Re-appointment

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)

18 August 2009

Whether e-Form32 is required to submit in case of re-appointment of ADDITIONAL DIRECTOR in Private Limited Company ??

Whether e-Form32 is required to submit in case of re-appointment of DIRECTOR in Private Limited Company ??

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13 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 August 2009

Dear Adarsh,

Yes. Filing of Form-32 is mandatory in both the above 2 cases.

When you re-appoint additional director in AGM as regular director you have to file form-32 with in 30 days of AGM.

Further in case of private company there is no need to re-appoint a director again and again as concept of rotational retirement is not applicable in case of private company.

Regards

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CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

Dear Sir,

Thanks for your quick reply...

In case of Additional Director

So, you mean to say that there will be two information in single Form 32 fist for cessation by retirement & the second one for appointment of the same person?

Actually I just made Inspection of Public documents of one private limited company. The Data of said company informations shown as below :-

LIST OF SIGNATORIES :-

DIN/ PAN

Full Name

Present Residential Address

Designation

Date of Appointment

WhetherDSC Regd or not

00526752

SHRI KUMAR

SHARMA

HOUSE NO-203,

GOKUL APPARTMENT, NEAR MAHARASHTRA MANDAL,

CHOUBEY COLONY,

RAIPUR, 492001, Chhattisgarh, INDIA

Director

04/01/2003

YES

00526785

MAHABIR PRASAD

SHARMA

HOUSE NO-203,

GOKUL APPARTMENT, FIRST FLOOR

CHOUBEY COLONY, RAIPUR, 492001,

Chhattisgarh, INDIA

Director

04/01/2003

CHANGE IN DIRECTORS :-

Form No.	Document ID	Name	Whether Appointment or Cessation	w.e.f.	Designation
Form 32	D-20060731-6339107-EFORM	Mahabir Prasad Sharma	Appointment	04/01/2003	Additional Director*
		Mr.Shree Kumar Sharma	Appointment	04/01/2003	Additional Director*
		M.Chitambara Ram Rao	Cessation by way of Resignation	06/01/2003	Director
		Smt.Aarti Arora	Cessation by way of Resignation	06/01/2003	Director

So, Does it mean that there is no director in this company as on this date ?

The Directors report of last 4yrs shows that Mr. Mahabir Prasad & Me. Shree Kumar will retire in this AGM & are eligible for re-appointment.

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

In case of Ordinary Directors of a Private Limited Company

The Directors report shows that the directors will be retire in this AGM & are eligilbe to be re-appointed. So, whether two form 32 for retirement & appointment should be filed every year of which the directors report shows this statement ?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 August 2009

Kindly appreciate additional director automatically retire at the AGM and you have to re-appoint him as regular dir in the AGM u/s 257. In that case in from 32 you havev to select "change in designation" and "Director" only.

You don't have to give two information in single Form 32 fist for cessation by retirement & the second one for appointment of the same person. Hope it is clear now.

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

Sir,

I am not submitting any form.

I am preparing SEARCH Report of the Company.

So, I just want to know whether compnay is in default in filing Form 32 or the company has no director as additional directors were appoiinted in 2003 & no further efiling was made regarding appointment of director. ??

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 August 2009

Yes. Company is on default as additional director is working till date without filing of 32 and without regularisation. Actually legally he is not a dir of your co.

Read section 260+257.

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

in the below discussion Ms. Gargi said that :-

hi ! Ankur jain sir ,I have not filed form 32 as he never cessed to be MD we are reappointing him as his agreement validity is over ,similarly in our resolution we have alredy specified that he is reappointed for next 2 years so according to my knowledge question of cessation does not arise ; at the same time cessation column in form 32 states that it is required to be filled only when director is not reappointed after cessation ; after making enquiry regarding same with MCA ;I came to know that it is not required to any Company to file form 32 at the time of reappointment if his designation remain same and even ankur srivastava sir suggest same ;thanks to all for all support ;plese guide me if u have any diffrent opinion;

https://w w w.caclubindia.com/forum/messages/2009/2/25218_filing_of_form_32.asp

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 August 2009

But when u regularise AD as regular dir u/s 257 this is a case of "change in designation". It has nothing to do with gargi's case.

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

Ok...

So u mean to say that it is required in case of Additional Director. Then what should we write in SEARCH Report if it is a case of Ordinary Director ?

In case of Ordinary Directors of a Private Limited Company

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 18 August 2009

There is another company who has been writing the above statement in its directors report since last 5 years... but never filed any form regarding ordinary director's reappointment.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 August 2009

Hi,

Let me tell you the exact provision regarding private limited company. Provision related to rotational retirement of director at the AGM is not applicable to a private company.

For example 2 director of a private company may continue to act without any re-appointment. So there is no need to mention anything in the director’s report regarding this.

However a private company may adopt this provision (Provision related to rotational retirement of director) through its Articles of association.

YOUR CASE

Check your AOA first. If there is nothing regarding provision related to rotational retirement of director then there is no problem even if director’s report desiring the re-appointment. But here drafting of director’s report is wrong.

If your AOA adopt the provisions and no form-32 filed then again your company is on default.

Regards

CA Abhiram Bharat. (Assistant Manager Taxation) (508 Points)
Replied 19 August 2009

thanks sir..

kota srinvias (Director) (24 Points)
Replied 28 November 2013

If AD is regularised in ensuing AGM as Director, which date we should consider as his appointment date(whether AD appnt date or Regularisation Date?)

Secondly, for considering directors retire by rotation, this said AD who was elected as director, which date of appointment is considered for retire by rotation.

thanks

kota